Fairy Tail vs Phantom Lord (With a Lyall extra thrown in!) (Revised)
by Faenrisulfr
Summary: So I was re-watching Fairy Tail when I came across the guild war with Phantom Lord, and I thought, "Let's have some fun with this!" So here, the Phantom HQ battle w/Lyall Wolfhyde inserted as an S-class Fairy Tail mage! I do NOT own anything belonging to Fairy Tail. All things Fairy Tail belong to Mashima Hiro! (Please read my "Fairy Tail's New Member" for a description of my OC)
1. Chapter 1 (Revised)

At this point, I feel I've explained Lyall's powers well enough in my OC's description. And, as I was re-watching Fairy Tail, I came across the guild war with Phantom Lord, and I thought, "Let's have some fun with this!"

So here goes, the Phantom HQ battle, with Lyall Wolfhyde inserted as another S-class Fairy Tail mage! I do not own anything within the Fairy Tail universe. All things Fairy Tail belong to Mashima Hiro-sensei! Even my OC was inspired by a combination of Erza Scarlet's and Mirajane's powers (kinda).

(PS: I copied most of the story-line from Fairy Tail episode 22, English-subbed)

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Master Makarov came crashing down from the roof. His body had gone a terrible green color. The prominent Fairy Tail members immediately gathered round their beloved leader.

He was heard mumbling, "My power… I lost my power… my magic's gone!"

"Ji-chan!"

"Ji-san!"

"Master!"

The rest of Fairy Tail gathered round as well, as their leader struggled to speak. "M-magical power… My magical power…"

Erza held him as gently as she could, "Master, hang in there!"

Cana spoke up, "What happened?"

Gray related his own thoughts, "What's going on… I can't sense any magical power from him at all."

Even Elfman left his manly battle to express his own concern, "Hey, does this mean he's just an old man now?"

"But why?" Happy was concerned too.

Natsu urged Makarov, "Ji-chan, snap out of it!"

(Gray) "Unbelievable… How did they manage to beat Ji-san?"

Elfman glanced up at the rafters, "Just what in the world do they have up there, anyways?"

The sudden halt in the conflict between the two guild's members caused those from Phantom Lord to theorize.

"Their master's been beaten?"

"Seriously?"

"Oy!"

"Did you hear?!"

"We can do this!"

"With their Master down, they've lost half their fighting strength!"

"And we've still got Gajeel and the Element 4 on our side!"

Erza was left in a predicament. _This is bad_…

Phantom's guild member's were getting psyched up again!

"Now's our chance! Crush them!"

They charged Fairy Tail's ranks again, pushing them back, but Natsu leaped among them, flailing about with his flaming fists, "Don't get cocky!"

(Gray) "Crap! They've regained their–"

(Loke) "–fighting spirit."

Phantom Lord started utilizing combined attacks against Fairy Tail's mages, "Take this! Triple Element Combination Magic!"

They fired it straight at Cana! "Crap!"

The dust from the explosion clouded Wakaba's vision, "Cana!"

When it cleared, Cana remained unscathed, but Macao had taken the full brunt of the explosion. "Be careful!"

"Macao… You idiot! Pushing yourself so far at your age!"

"I'm not _that_ old!"

Erza surveyed her guild's position. _This is bad. Not only is our attack strength declining, but our morale is falling too!_ As the only S-class mage present, it was up to her to ensure her fellow guildmates safety! "Retreat! Everyone return to the Guild!"

The mages of Fairy Tail responded with disbelief!

(Loke) "Erza?!"

(Gray) "No way! What're you talkin' about?!"

(Elfman) "Real men _never_ retreat!"

Macao grimaced as he held up a flaming finger, "I can still fight…"

Cana was supporting Macao, "I can keep it up too, Erza!"

Erza held up her blade as some guild members began to fall back, "No! Without Master, we cannot defeat Jose! Retreat! That's an order!"

As Fairy Tail fell back through the shattered door, Phantom Lord advanced in three groups. A sudden trembling shook the very foundations of the massive building. "Oh? This is where you guys were?"

A figure appeared between the advancing Phantom Lord mages and Fairy Tail's retreating guild members. Erza turned around, "Lyall!"

The platinum blonde figure had his right arm encased in armor, a blood-red Fairy Tail symbol engraved on the pauldron showed his allegiance, "Y'know, Erza… I'm feelin' _really_ tired after finishing up that S-class quest. Now you know that normally, I wouldn't put up with Fairy Tail retreating from a bunch of half-baked clowns like Phantom Lord."

"Oy, oy! Who're you calling clowns?!"

"We're Phantom Lord!"

"Don't underestimate us!"

"Get him!"

Lyall fired a beam of yellow light from his gauntlet, wiping out the entire front rank of Phantom Lord grunts. "Not to mention all that magical power I used up getting here. But I gotta say; seeing Master in that condition, I guess I can cover you guys from here."

He glanced over his shoulder at Erza, giving her a ferocious look, "So hurry up and get the rest of 'em outta here, Titania!"

She returned his look with a determined glare, "Right!" _If it's him, then he should be able to hold them off until we can escape!_ "Everyone! Hurry, Retreat!"

Phantom Lord once again, attempted to pursue, "Don't let them get away!"

"Show them the power of Phantom Lord!"

Lyall slammed the air behind him with his gauntlet. "You guys never learn, do ya?"

A magical seal appeared behind his armored fist, sending the hilt of a six-inch wide katana straight into it. The katana had a bluish-white blade, as well as a chrome guard covering the hilt in the shape of Fairy Tail's mark.

Switching hands, he set the blade against the vambrace on his right forearm, "Takeover Magic: Fenris Soul…"

He sliced a small divot in the armor, causing a magic circle to appear over the cut. Black light erupted from it, forcing the magic circle to expand as the light's density increased dramatically. Streams of black magic surrounded Lyall, enveloping him in a cocoon of black light, though his voice could still be heard from within. Bestial and gravelly, Lyall gave voice to a single word, "Ragnarok."

The cocoon of black light tightened around his body, encasing him in a new form. An open vest of metal plates covered his back and half of his pectorals, with black fur lining the seam which ran up his chest and around his neck. His right eye gained a jagged scar in addition to the long one he already possessed across his torso. The toes of his armored boots gained claw-like talons, and the upper parts, which were folded down over his calves, seemingly _grew_ black fur. His right arm remained largely the same, retaining the armor which showboated the guild he belonged to, although black fur appeared beneath his vambrace and around his forearm, and a clawed metal-jointed gauntlet encased his hand and fingers. The same transformation occurred on his left forearm, only with the black fur from his neck extending down further over his shoulder, covering his upper left arm with the same black fur which surrounded other areas of his body. His thighs were covered by half of a white kama, beginning at his left hip and stretching down to cover his right knee. It also showcased a large black Fairy Tail symbol, and was edged with black fur. Just above it was a large black sash, which held the kama in place. His ears had also changed to those of some canine form, and, to finish it off, he had grown a wolfish black tail.

He swung his right arm experimentally, sweeping it to the right, causing a massive gust of wind to blow a gaping hole in the side of the guild's wall. Gajeel commented before Aria appeared on the rafter above him, "Oh, so there're still some others in Fairy Tail besides Demon Mirajane who can pull a full Takeover? Well, it doesn't really matter. You guys're retreating already. You lack guts, you Fairies…"

Aria spoke up, "Retreats are sad. Simply too sad!"

"Aria?" Gajeel leaped up to the top of the rafter, landing next to the Wind Element of the Element 4. "You're as eerie as usual. Anyways, great job getting the old man."

"It was all thanks to Master Jose's plan!" He began weeping, "H-how magnificent!"

"Geez! Don't cry over every little thing! It's so annoying… Anyways, did they catch Lucy?"

Natsu spun around as he heard the name of his friend. Lyall's ears perked up too.

"That's sad." Aria recovered briefly, "That girl named Lucy has been imprisoned elsewhere."

"We're givin' her a warm welcome, huh?" Gajeel inquired.

"What?" Natsu couldn't believe what he'd just heard!

Lyall overheard as well. He instantly created two wolves out of his dark magic, "Hell's Hounds!" They raced upward, dashing towards the pair of Phantom Lord's S-class mages.

(Happy) "What's the matter, Natsu?"

"G-Gajeel!" the Flame Dragon Slayer called up to his Iron counterpart.

"We'll finish this fight someday, Salamander!" Aria swept his hand over Gajeel, causing them both to vanish just before Lyall's black wolves shattered the beam they had been standing on.

Natsu couldn't believe it, "They caught Lucy…"

"Eh?!" Happy showed his own shock upon hearing the news.

Meanwhile, Erza was still organizing Fairy Tail's retreat, "Retreat! Fall back!" Only Gray and Natsu ignored her as Lyall continued to hold off Phantom's seemingly endless number of mages.

(Gray) "Are you an idiot?! D'you really think I could retreat like this?! We've got to avenge Levy's team!"

Erza placed a hand over Gray's. "Please…"

"Erza…"

She placed her head against his chest, begging him, "For now, at least… the best thing to do is to fall back to the guild. The gap in power that Master left is too great. Even Lyall can only hold them off for a little while longer."

As she spoke, Lyall received a blast of magic to his gut. Though it didn't faze him, it showed that he with his current magic power, he was fighting a losing battle against the innumerable hordes of Phantom Lord. He retaliated with a growl and a massive sweep of his fully armored limb, causing yet another gust of wind that blew the next several ranks of Phantom mages head over heels. "Gray! Listen to Erza! These guys may be small fries, but Master's down! Just fall back! And don't worry, I'll avenge Master... I'm gonna level this place before I come home! Natsu, you t-!"

Natsu was glaring at a Phantom Lord member he'd just captured.

(Phantom Lord mage) "Gah! It's Salamander… and a cat?!"

Lyall received another hit, this time to his chin. Using the momentum of the backward motion of his head, he slammed his head back into the offender before using another sweep of his arms to wipe the surrounding area clear of Phantom's mages, "Hmph, good! Natsu! You take care of Lucy!"

"I was gonna do that even without you saying so!"

He returned his attention to the Phantom mage he'd caught, "Oy, you… Let's talk!"

(Phantom Lord mage) "Y-y-yes, sir!"

Natsu dragged the mage out behind him as Happy perched on his shoulder. Lyall grinned with satisfaction as another mage tried to punch him in the cheek. He caught the mages wrist, snapping it back as he turned his head back to see his remaining opponents. Lyall's face bore a smirk of such pure, savage joy that several Phantom mages fled in sheer terror. The rest of the guild members retreated in the face of this sudden change in their opponent's attitude. His smirk widened as he sidled casually towards them, his grin turning more savage with each step. He let out a chuckle, one filled with pure joy as he relished the prospect of punishing the mages who had injured his guildmates... "Hahahaha... So, who's first?"

The nature of his grin sent cold shivers down the opposing mages backs. "O-oy… D-don't underestimate P-Phantom L-Lord!"

"Haha, unfortunately for you, Gildartz isn't the one doing this. He'd probably let some of you guys off the hook!" Lyall extended his clawed furry gauntlets to either side of him, "But since he ain't here... well, please take good care of me! Heheh!"

The shouts could be heard from inside the shattered guild doors.

"Don't get fooled by this guy!"

"Yeah! He's starting to get tired!"

"You're right! Let's take him out!"

"Yeah!"

"Hahahahaha! Baka!" The echoes of the battle ensuing within the ruined building could still be heard by the mages of Fairy Tail as they retreated back to their guild.

Cana looked back over her shoulder as screams and shrieks filled the air behind them. She shivered, "Oh man, I never thought I'd feel sorry for those Phantom jerks, but to have _him_ show up to cover us is almost too much..."

Erza kept her eyes straight ahead. "He may not look it, but he's one of the oldest mages in the guild. If you were to combine all of his powers into one form, he could easily be considered one of the Ten Great Mage Saints. He's a master at using his blade, Fairy no Ken, and to top it off, that armor on his right arm produces light magic that no one's ever seen before. He's a mysterious one, but you can be sure of one thing..."

Cana and several other guildmembers glanced at her as she paused before continuing, "Fairy Tail is his home, and everyone in Fairy Tail is a part of his family. Master's wrath and his own are almost too terrible to imagine. He will protect and avenge his family with everything he's got!" _I hope he's alright. His magical power was far too low when he arrived.  
_

As if to confirm her words, a demonic bellowing shook the air around them. Its source, Phantom Lord's guild, "You see, you little insects?! THIS IS WHAT HAPPENS WHEN YOU TANGLE WITH FAIRY TAIL!"

The massive guild building behind them exploded in a mass of black and violet light. Lyall's body was enveloped in yellow magical light as he reverted from Fenris Soul: Ragnarok to that of his human form. He was breathing hard, "There... hah hah... You guys won't be buggin' my family no more! Erza, make sure everyone gets home safe, 'k? I'm 'a take a li'l nap here..."

He closed his eyes, collapsing back to the floor of the building as the sky recovered from the sheer volume of his magical blast. Fairy Tail continued its retreat, no longer concerned with pursuers now that their fellow guild member had taken care of them. They couldn't have known that what he had destroyed was merely a decoy guild headquarters, and that the real battle was yet to come...

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The rest is in Mashima Hiro-sensei's manga and anime, Fairy Tail! Please read/watch it if you wanna find out how the actual battle happened! Once again! All things Fairy Tail (and Rave Master) belong to Mashima Hiro! I do not own anything! Thank you for reading this fantasy of mine!


	2. Chapter 2 (Revised)

So I decided to continue this fanfic with a second chapter. It's much like the first one, but without some of Lyall's more exciting moments. Actually it's almost like he became comic relief for this part of the Phantom Lord arc...

Disclaimer: I do not own Fairy Tail! Fairy Tail is the brain child of Mashima Hiro!

So here you go! Chapter 2 of Fairy Tail vs Phantom Lord! (I also reworked the last chapter a bit to make Lyall seem more like an S-class mage, i just figured since Erza goes through all that stuff, Lyall should be able to go the distance too!)

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He woke up on the ground, surprised that it was afternoon already. "Man, suppressing Ragnarok took a lot more outta me than I thought! Still! At least I've recovered a lot more of my magical power thanks to that nap!"

He glanced off into the distance, "Ah well, s'pose I'd better head on back to the guild now. Better hurry, too! I told Gray I'd catch up to them as soon as I destroyed this **** building."

Pulling out Fairy no Ken, he slashed the armor covering his arm once more, "Takeover Magic: Fenris Soul…"

Once again, his body was enveloped by the black light which emerged from the slice he'd made in his armor. "Valkyrie!"

As the black light tightened over his body once more, it was apparent that his new appearance bore almost no resemblance to that of "Fenris Soul: Ragnarok". His tied up ponytail burst free of its constraints, flowing upward and back as it streamed out behind him. A metallic crown formed around his head, made up of prongs which molded themselves about his skull. The prongs connected in the back of his head, reforming his loose hair into some semblance of the ponytail it had once been in. His upper body was bare, revealing well-toned muscles, as well as the long thin scar which trailed from his left shoulder down to his right hip. His legs no longer bore any semblance to those of a human. Instead, they now resembled the hind legs of some rabid wolf. The lower legs and foot paws were still encased in armor, as were his forearms and upper right arm, but the armor had become far more streamlined in appearance, possessing several spikes which protruded backwards along his limbs. His right eye had regained the scar it bore in his "Ragnarok" form.

He glanced down at his new form. "Man, I really don't like using this form... It's a bit difficult to control the speed, and it's magical power is kinda low, too... but it's a **** of a lot faster than Ragnarok. And right now, what I need, is speed!"_ I can't go back on a promise…_

"Heck! This'd be so much easier if only I hadn't lost my temper back there. I could've handled 'em without resorting to Takeover magic..." He smiled for a moment. _Made a good impression though!_ He glanced around at the unconscious Phantom Lord members lining the rubble. A quick sniff of the air told him no one had died in the blast, the worst injuries sustained being only mild in nature. He got down on the ground, crouching like an Olympic Runner. "Here we go! Feet don't fail me now!"

He blasted off, creating a massive crater which utterly demolished what remained of the floor of Phantom Lord's decoy building. His feet moved so fast that, to passersby (if they could even see him) it would have looked as though some satyr or other mythical creature were running past on thin air! As he ran, a shockwave erupted behind him, destroying a part of the road he was running above. _There goes another complaint to Master… Sorry, gramps…_ He reached Magnolia just in time to see Phantom Lord's actual Headquarters finish shifting into a giant robot. "What the-?! That can't be good!"

He resumed his mad dash, tearing through the skies high above Magnolia as he swiftly closed the distance between himself and Phantom Lord's massive, robotic guild building. The robot was creating some form of magical circle in the air with it's right arm. Something below caught his eye for an instant. Glancing down, he saw Loke heading in the opposite direction of the guild. _What's Loke doing down there? Isn't the battle the other way?_ He decided that the lion-like mage must have some reason for his apparent flight from battle, but he didn't have the time to find out what it was! As he neared the massive robot, he noticed it was gripping something in its left hand. Narrowing his eyes, Lyall was shocked to discover Mirajane clutched tightly between two of its giant metal fingers! "Mira!"

On closer inspection, he realized the magic circle was for the Forbidden Spell: Abyss Break. "Dang it! Why do I have to be right _now _of all times?!"

He created another sonic boom, arriving at the giant's fingers seconds later. "Mira!"

"Lyall!" She was struggling to to speak. "Don't worry about me! Just try and stop that thing!"

He glanced back at Abyss Break… "But you–"

"Lyall! Look at where it's pointing!"

His gaze returned to the magic circle, this time focusing on what lay in its path. "Fairy Tail!"

"Please, Lyall! You have to stop it! Erza's unconscious right now because she stopped the last blast from the Jupiter Cannon. Natsu managed to destroy it, but then Phantom Lord's building changed into this thing and started making Abyss Break!"

Lyall gazed at the immense arm creating the Forbidden Magic, "Fine, but as soon as I stop it, I'm coming back to get you out, got it?"

Mira smiled through tear-filled eyes at him, "Right!"

He vanished, reappearing beneath the slowly ticking giant hand. "This is gonna be a pain…"

He began slamming his fists into the metal beam, each punch sending shockwaves ringing throughout the robotic building, but doing nothing to slow the arms progress. "Well, that's not working..."

He latched onto the underside of the giant metallic arm, bracing his back against it as he started kicking the air with his feet. He kept kicking, faster and faster, until his feet were causing massive blasts of air with each kick! Slowly, the giant metallic hand finally squeaked to a halt.

(Meanwhile, in Phantom Lord's control room)

Master Jose stared in astonishment at the scene before him. Not all of the Element 4 have been defeated, so why...? The shockwaves from moments before had alerted him to some trick the Fairies were up to, but he never thought it might work! An assistant gave him a status report, "Master Jose! The right arm has come to a complete stop!"

Jose raged at his hapless control crew, "Well, what are you waiting for?! Find out why it stopped so we can get it moving again!"

(Phantom Lord assistant) "We are not sure why, but it might have something to do with the water below being churned up! It's almost as though someone is sending a mass of wind down into the waves beneath the arm!"

Jose put a hand to his forehead, "Well, since it has been stopped, let's see what's creating those waves… switch to our outside cameras."

"Um… Master Jose! We don't have any outside cameras that cover that angle, sir!"

"What?!" Jose Porla gripped the armrests of his seat, his voice deceptively calm as he spoke, "Very well, but I want to see that arm moving again within the next five seconds, or I'm going to get angry…"

His control staff nodded in terrified unison, "Y-yes!"

"Increasing power to right arm."

"Power now at one-hundred percent capacity."

"The right arm is beginning to move again! Abyss Break is proceeding five minutes behind schedule!"

Jose relaxed his grip on the seat's metal armrests, leaving imprints of his fingers behind as he settled back to watch the destruction of the rival guild.

"Now your children will pay the price for your pride, Makarov…"

(Meanwhile, back at the plot)

Lyall strained against the arm as it began moving again. He frantically kicked the air in his Valkyrie form, trying to create enough force beneath it to halt it's progress once more! "Miraaa! It's not doing anything, anymore! Miraa! What do I do?!"

Mirajane wasn't responding. He glanced up at her, helplessly watching as tears streamed down her face. An explosion occurred up above. "Elfman! Elfmaaaan!"

Elfman got up from the hole he'd made thanks to Monsieur Sol… "What? Why?! Why are you there?! Nee-chan!"

The French accent sounded behind him, "Hoh? So she's your older sister? Wasn't she the feared Demon Mirajane at one point? Look at her now! Her magical power has deteriorated to such a disgraceful level. Poor thing, and just whose fault do you think that is, hmm?"

Monsieur Sol gestured extravagantly out at Mirajane, "She is being punished right now for trying to deceive us. I don't think it will be very long now before she is crushed."

Mirajane glanced up at Elfman, _Run…_ "Run, Elfman!"

Elfman was pleading with the Element 4's Earth element, "Let my sister go!"

Even Lyall could be heard crying out from below, trying to encourage both siblings, "Mirajane! Don't give up hope! Elfman! Keep fighting! You have it in you! You're a great mage, you can beat this guy! He sounds like a wimp!"

"Lyall! That's not helping!"

"And neither is watching our guild mates struggle against those shades! But I'm _not_ leaving until I know both of you are safe, Mira! And if all I can do to help is encourage you two while I'm trying to stop this ridiculously huge robot arm from finishing that magic circle, then that's exactly what I'm gonna do!"

Monsieur Sol looked aghast at the insult to his voice, but he quickly regained his composure, "Non, non, non! I shall deal with you when I have finished with Elfman, monsieur! Now Elfman! Your old sister will be killed right before your eyes, just like your younger sister! The reason for this is because you are an incompetent mage, one who merely spouts trash about being a man."

Monsieur Sol created a magic circle, "As a gentleman, I simply cannot forgive you! And so I must ensure your eternal suffering through this magic! Sealing Magic: Merci la Vie!"

Elfman started screaming as the Earth mage described the effects of his magic, "You will become one with the land, slowly, painfully, and then you will be forced to wander through your worst memories. Forever!"

Elfman screamed once more, "S-stop… Stop this!"

Lyall could hardly even hear Elfman's breathing after that. He recognized the magic type, but not the name. Glancing over at Mirajane, he could see that she couldn't tear her eyes off her little brother. "I'll make him pay for whatever he's done to Elfman, Mira. I promise!"

His view was suddenly obstructed by a wad of wavy green hair and a very… strange... face. "Non, non, non! So this is what made those annoying remarks before, oui?"

"Oui, _this_ did! Now if ya don't mind, broccoli-brains, I'm in the middle of somethin' here..." He strained even harder, trying to blot the annoying sound of the man's voice out of his head.

"Non, non, non, non! This will not do! You have insulted me, monsieur! And so I must respond! Though even if you had not insulted me, I would still have to remove a hindrance such as you from Master Jose's–"

"D- - -n it! Why... won't... you... STOP?!" Lyall slammed his elbow against the metal arm in frustration, the sheer force sending shockwaves throughout the entire structure, as well as blasting the green-haired mage with a gust of wind so powerful that he was sent sailing back into the building itself.

Lyall hardly even noticed, "Mira?! What's goin' on up there?! How's Elfman?!"

Monsieur Sol got up, dusting himself off as he did so. "Non, non, non, non! On second thought, that man is not such a _terrible_ hindrance to Master Jose's plan. After all, the arm is still moving, oui? Oui! So it may take only a few more minutes with him there than we expected!"

Almost fully encased in rock, Elfman murmured something, a tear rolling down his face, "Nee-chan… Lisanna…"

"Elfman! Elfman, Hang in there! I don't want to lose you, too!" Mirajane was weeping, unable to do anything for her dear sibling.

Sol of the Earth finished fretting about Lyall, "Well, it's about time for the finale, oui!"

"Why…"

Sol spun around, surprised that Elfman was still conscious, "Oh?"

Magical power began erupting from the rock encasing Elfman, "I vowed to never let my sister cry again! So why are you crying now, Nee-chan?!"

The rocks peeled off of the powerful mage as a massive magical aura enveloped him. Mirajane could see the light, and she recognized it instantly, "That light… Don't do it Elfman! Don't do that!"

Lyall felt it too, "Shimata! He couldn't be doing _that_, could he?! Elfman! That's enough, Elfman, you've done enough! Oy! Stop it!"

But Elfman was already too far gone to hear either of them as he raged on, "WHO MADE HER CRY?!"

Sol was seemingly unalarmed by the sudden increase in Elfman's magical power, "Non, non, non! It is useless! You could never perform a full-body Take Over!"

The magical seal which erupted from Elfman belied Sol's previous supposition, "How…"

The giant horned monster which rose out of the dust cloud before him caused Monsieur Sol to squeal like a terrified little girl, "Hiieeeh?! O-oh no! That's–"

Lyall called out, "Oy! What's a girl doin' up there?! Mira! What's happening?!"

Mirajane finished Sol's sentence, "–a full-body Take Over, Beast Soul!"

Elfman roared, advancing upon a slowly retreating Monsieur Sol. The Earth Mage was throwing every excuse in the book at the unflinching monster before him, "Non, non, non! With three non, it's a misunderstanding! Monsieur, can't you see that I gave you such a harsh trial in order to help you overcome your past fears, bonsoir!"

The french mage performed strange actions as he spoke, some of which might have made Elfman laugh on any other day, but not today. Sol quickly saw that he would need to engage in flattery, "You are indeed a man among men, Elfman! I, Monsieur, believed you would overcome it!"

He cocked his head to the right as he finished speaking, his head drenched with sweat, "Right?"

The giant monster Elfman had become, imitated his action, and it was then that the Element 4 mage decided to flee, "Well then, I shall take my leave…"

Elfman smacked him as he turned to leave, sending him flying through the air with the greatest of ease. Sol recovered in mid-air, firing a magic fist at his oppressor as he landed, "Curse you! Plateau Sonate!"

The fist hit Elfman square in the chest, causing a huge dust cloud to fill the room. Sol spoke again, "Non, non, non… You let your guard down."

He nearly fainted with shock as a loud crash sounded behind him, followed by a massive shadow as Sol squealed like a girl again. Elfman's first punch laid him out flat, but he continued beating on the hapless mage, who emitted a sound with each blow, "Non! Non! Non! Non! Non! Non!"

The sounds of the vicious beating the Phantom Lord mage was receiving could be heard outside. Mirajane couldn't help but worry for her brother, "Elfman…"

The sounds abated for a few seconds, followed by the black-and-blue French mage screaming, "At least let me fall unconscious, oui?!"

The sounds of the beating resumed as Mirajane called out, "Elfman!"

A few moments later, the beast form which had bested her so long ago leaped through the smoke-filled gap in Phantom's guild wall. It sped along the limbs and columns of the magical giant until it was hanging over Mirajane, "Hey… my voice… can you really hear me, Elfman? Or have you lost your senses again? Elfman?!"

She gasped as a massive red arm slammed onto the finger next to her. A massive scaled foot pried apart the other finger as she was swept up in her brother's remaining arm, "I'm sorry, Nee-chan… You probably never wanted to see me in this form again. Because I couldn't control it, Lisanna was…"

"You came back to your senses?" Elfman set her down on the massive finger, but continued holding her in a tight embrace.

"I couldn't think of any other way to get stronger… I had to become strong enough to protect both you and Fairy Tail."

Mirajane consoled her brother, "It wasn't your fault that Lisanna died. Even then, you were doing your best to protect us."

Elfman reverted to his human form, "But I failed to protect you… Lisanna died…"

Mirajane hugged him, "I'm still alive."

"Nee-chan…"

"Didn't we promise each other that we'd live on in her stead? We promised that we'd work as hard as we could for her, right?"

Tears started streaming down Elfman's face, "Nee… Nee-chan! I'm so glad your ok!"

Mirajane took a step back from him, assuming her stance as the loving older sister she was, "Now, now, Elfman. What are you crying for now?"

"But–!" the large mage couldn't stop crying.

"Thank you, Elfman." Mirajane smiled up at her younger brother, as Lyall wiped a tear from his eye. Just then something caught her attention. She glanced over at the arm, still moving inexorably toward it's goal of completing the magic circle for Abyss Break.

"What's the matter, Nee-chan?" Elfman wiped his eyes hurriedly.

"Oy! I'm still down here too, y'know!" As if to confirm Lyall's statement, a massive geyser of water shot up from below as the thrumming sound caused by his feet beating the air increased in both volume and rhythm.

"Sorry! Must've misjudged the strength behind that one!"

"No, Lyall! I don't think you did… Elfman, have you noticed, too? The Magical Giant's writing... it's slowed down, hasn't it?" Mira began musing.

"The forbidden magic of the four elements, Abyss Break… The four elements. Let's see, those are… fire, earth, water, and wind…"

(Lyall) "Oy, Elfman! What's she saying?"

"Something about the four elements!"

(Lyall) "Four elements?! D- - -n it, I'm such a baka! Listen, Abyss Break is–"

Mira interrupted his explanation, "Elfman, How many of the Element Four are left?"

"Huh? Um, let's see… Gray beat the flame man, and I just beat the earth man, so… two, I think. Why Nee-chan?"

"I knew it! As each element of Phantom Lord's Element Four gets defeated, the Giant slows down!"

"What do you mean, Nee-chan?"

(Lyall) "She means that this giant robot thing is–"

"It means that this robot is powered by the four elements! And that all we have to do to stop Abyss Break, is defeat the last two mages in the Element Four!"

"Really?!"

"Yes, let's go! The remaining two should be somewhere inside this giant! Lyall! Keep it up, ok? You're slowing it down even more."

"Oy, oy… Elfman, now that you can use the beast soul, wanna switch?"

He couldn't help but express his surprise at how swiftly they'd left, "Fast?!"

He slowed his pace a little, tightening his leg muscles slightly as he did so. He grumbled good-naturedly at his friends, "Go on then! Leave me hangin' up here all by myself… Like I'm a bad grape or something… What? Do they think I'm _made_ of stamina? I've been tryin' to stop this thing for almost half an hour, and I'm _still_ on the losin' end…" His eyes glinted dangerously.

"Yosh! Natsu, sorry for stealin' your line here, but boy, am I gettin' fired up!" He increased both the speed and power of his kicks, sending even more explosive gusts of wind down into the water, slowly but surely bringing the robot's arm to an even slower pace. He kept going, straining with everything he had to keep the arm from moving any lower as the air around him thrummed with the noise of his wolf-like feet beating the air. It didn't occur to him that the reason why the hand had slowed down so much more was because Gray had just defeated Phantom Lord's Rain Woman, Juvia Lockser.

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Thanks for reading! He did wind up becoming a bit more of a comic relief, right? Poor, Lyall... Anyways thanks again for reading, And I might be coming out with another chapter soon! This chapter was pulled from Fairy Tail 23 and 24 (Anime).

Ps if you liked it or have some constructive criticism, please leave a comment/review below! I'll see what I can do to make them better in the future!

Til next time!


	3. Chapter 3 (Revised)

Whew! Ok, so here's the third part to this story. It's largely taken from Fairy Tail 25/26 of the Anime. but it's also got quite a bit more of my OC in it than the other chapters. (If you have already read them I have revised them as of August 30, 2013. You might be surprised by some of the changes I made!)

Hope you enjoy it!

Disclaimer: I do NOT own Fairy Tail! Fairy Tail is the property of Mashima Hiro and as such, so are all things within the universe of Fairy Tail!

(Revised again as of September 18, 2013)

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"This is getting ridiculous!" Lyall's legs were tiring, and he could feel his magical power steadily decreasing.

"How much longer are they gonna–" He stopped, realizing for the first time that the arm had just about completed Abyss Break's magic circle!

"Why the heck have I been doin' this?!"

Erza landed on the arm, "Lyall, what are you doing?"

"I honestly have no idea! Mirajane said it would help, that's all I know!"

Erza stroked her chin, nodding her understanding, "I see… well, if that's what Mirajane said, then we should trust her judgment. Please continue! I will do what I can to help inside."

"Oy! Erza!" She stopped.

"Be careful… even though I can only sense a few more mages in there, They're all really powerful. It's still gonna be a tough fight… D'you wanna tag out?"

"… No, Lyall. You're doing your best to protect the guild, and I have to do mine…"

"Hm… Always taking the hardest jobs on yourself. Listen, you stop this arm from moving, and I'll be there in a flash! I've got a present for ya, k?"

"Understood!" Erza dashed off into the building, leaving Lyall to wonder if he really should have let her go in her current state…

(Several minutes later)

He couldn't believe it. Despite all his exhausting effort, Abyss Break was still about to fire! "D- - -n it!"

He reappeared in front the magic circle, reverting to his human form as he landed in front of his fellow guildmembers, standing in almost the exact same spot as Erza had when she had managed to stop Jupiter's blast.

The members of Fairy Tail could only watch in horror as the magic circle lit up, signifying the spell's completion. As the magic circle lit up they were beginning to worry just how they could manage to stop it this time.

Lyall drew Fairy no Ken from its magical circle, the Fairy guard which covered its hilt glittering with golden light from a Forbidden Magic. "Lost Arts: Gaia's Embrace!"

Lyall stabbed the blade into the ground, immediately causing four massive wings of magic to sprout from his back. They possessed a warm glow as they extended over the rest of his guild mates. Shades that were touched by the wings dissipated into nothingness as the wings continued stretching further and further back, finally encompassing all of Fairy Tail's mages within their fold. Just as the tips of the wings were about to touch, the magic circle of Abyss Break vanished, the giant robot slumping over into the water. It landed in a kneeling position, just below the cliffs where Fairy Tail was situated. The wings on his back dissipated as Lyall pulled his blade from the ground. He slouched to the ground himself, his limbs trembling from exhaustion.

Cana came up behind him, "What was that?"

Lyall gasped out his answer, "Lost Arts… hah, hah… Gaia's Embrace… It uses the… hah, whew... the person holding the blade as a conduit. It takes the… hah, the magical power from the earth and, and… whew. Gimme a second, here…"

Cana let him rest a bit, cradling his head in her lap as he recovered. "Whew, that's better! You got a nice lap, Cana, y'know that?"

She smacked him, "Ah, gee-heez! Injured person here! Hello?!"

Her expression softened as he continued his explanation, "Anyways, Gaia's Embrace lets the user utilize their whole body as a conduit to channel the magical energy of the earth into a protective barrier. The only downside is that it generally kills the user."

"So... so you could have died?!"

"Easy, easy girl… I said _generally_ kills the user. I'm not a _general_ kinda guy, thanks to this stupid baka..." he pointed at his right arm, still covered in armor.

"The guy inside me won't let me die that easily. Demons have different bodies than humans, obviously. But they've also got the potential to become massive storehouses of sheer magical power, after they've reached their peak."

"So that takeover soul you've got? It's actually because…"

"–because I've got a demon sealed inside o' me. If I die, he dies. You can see how it's in his best interests to keep me alive, right?"

Cana hugged him. "Lyall…"

A loud crack was heard as she followed up with a slap, "Don't ever do that again! It doesn't matter about that demon, but you seriously had me worried there!"

"Fine, fine, I won't do it again!" He curled up from Cana's lap, painstakingly rising to his feet as he rolled his head about his shoulders, cracking his neck audibly.

"Where're you going?"

He used his blade to slice another divot in his armor, activating Fenris Soul: Ragnarok, before turning to respond, "I made a deal with Erza. So I'm gonna go deliver on that promise."

"Fine, but hurry up! I don't think those shades are gonna hold off much longer! We could really use your help here on the ground!"

"Got it!" He winked before leaping up onto the massive arms of the robot. Cana briefly stared after him before rejoining her fellow guildmembers in their efforts to beat back Jose's Shades.

Lyall leaped up through the opening created by Elfman and Sol's battle. Now that he was actually inside the building, he could feel Jose's dark power seeping through every crack and crevice. "Wow, so _that's_ what they've been dealing with, huh?"

He closed his eyes, trying to focus on finding his friends' magical presences. _Erza!_ His eyes snapped open as he dashed off in the direction he'd sensed her. "Don't you die on me, Erza! Not today! Not ever!"

He finally found her on the floor of a grand entryway, lying across from the final element of the Element 4, Aria of the Wind. Both were unconscious. Hurrying over, he gently lifted the red-haired mage, carrying her over to the wall. "Erza! Oh, Erza! You must've gone through a lot cuz of us, huh...?"

He hugged her close to him, transferring as much of his magical power as he could into her limp body. "It's useless you know…"

He didn't even turn around, choosing instead to continue cradling Erza's exhausted body in his arms as Aria rose to his feet, beginning to weep as he spoke, "She went through my terrible airspace! Although she finally did knock me unconscious, it was a tragic end for such a noble mage. I took away a great deal of her life force and magic in those final, sorrowful moments. How saaaad!"

"_Shut up_…"

Aria stopped balling as a dark, evil aura began to envelop the man's body. The aura took on the form of black and violet flames, surrounding the mage as he glanced over his shoulder, his voice deceptively calm, containing a low growl as he spoke, "_So you did this to Erza and Master? Finally... I finally get to meet the mage who's caused us so much pain and anguish… _Well, _Aria of the Wind_, let's see how just much _sadness_ **_you_** can put up with..."

Aria had almost no time to react! The armored mage was upon him in an instant, grabbing his clothes in a vice-like grip. "Airspace Ma–"

An armored fist slammed into his jaw, dislocating it as the enraged mage continued his assault. Lyall lost himself in his rage, his eyes glowing with a vicious red light that spoke volumes about his intentions as he beat the Phantom Lord mage back into merciful darkness. Sensing another strong magical presence, he finally halted his savage beating of the hapless wind mage, Turning around, he watched Jose Porla coming down the grand staircase. "Oh? So you were the one responsible for all of those unexpected problems we had with Abyss Break?"

Jose only received an animalistic snarl in reply as the red-eyed mage unceremoniously dropped his prey to the ground. "Hoh. I see. You lost yourself to your own magic, did you?"

Phantom Lord's master turned around, gesturing for the rage-consumed mage to follow, "Very well, I shall entertain you for a short while. After all, when crushing insects, it's a natural to begin with the largest, right?"

He looked over his shoulder, watching in astonishment as the mage vanished from his sight. Lyall reappeared behind the guild master, already spinning into a kick which would surely decapitate him. Jose regained his composure as his magic caught the mage's clawed boot. "Such a poor creature. So consumed by rage that he cannot see when he is clearly outmatched…"

As if in response to the insult, the beast consuming Lyall dropped his jaw, a black magic seal appearing directly over his mouth. With a roar, he fired a blast that surely would have incinerated the entire room. But Master Jose remained confident. "Please, continue! This building possesses spells and countermeasures which allow all dark magic to become mine to control. So your 'demonic magic' is hardly of any use to you here…"

Clearly, his words had not gotten through. Vanishing, the bestial mage reappeared near his original position over Aria's unconscious form. Snarling and growling, Lyall unleashed a magical presence which nearly brought even the smug Jose to his knees. Cocking his head to one side, almost in a mocking fashion, the demonic being pointed a clawed gauntlet at Jose as his red eyes glared at the guild master, "_**Mine…**_"

The horrid voice caused dozens of magical circles to appear around his body, all of them sucking black magical power from the walls directly into Lyall's ragged body. Jose watched in shock as he felt the overwhelming power his guild headquarters provided him with slowly slipping away into this dreadful being. Then, just as suddenly as it began, it stopped. The demonic red glow disappeared from Lyall's eyes, but he continued glaring at Master Jose as he crashed to the ground, gasping for air, "B- - - - - -d… It's up to Master Makarov to deal with you now… But you won't be getting any more help from your precious fortress… heh!"

Gold magic covered Lyall's body as it reverted back to his original form from Ragnarok. Jose glared daggers at the mage, gritting his teeth as he hissed at the man, "You will pay for this… Fairy trash!"

He began to beat the unconscious mage, kicking him through walls and doorways, unmerciful as he delivered his rage upon the one who had stolen his trump card from him. Finally, he kicked the limp mage from his guild, sending him crashing through the wall and tumbling back down onto the cliffs where Fairy Tail continued to face down Jose's ever increasing Shade Army. "Hmph, trash… If he had been fresh when he came at me, he _might_ have stood a chance at winning…"

Jose turned away, returning to take care of Fairy Tail's other S-class mage, "I still have my own magical power… This should prove most amusing!"

Cana watched helplessly as Lyall's body hit the unyielding clifftop, bouncing and skidding as it slowly came to a stop a few short yards from her. "LYALL!"

Macao and Wakaba covered her as she dashed over to the S-class mage, "Lyall?! Lyall!"

Macao destroyed a Shade as Wakaba trapped another with his Smoke Magic, "If he was up against Master Jose, then it's no wonder he's all beat up."

(Wakaba) "Yeah, the guy _is_ one of the Ten Wizard Saints after all. I guess it's true that only Master can take him on…"

Lyall cracked an eye at the trio, "Ora, ora? What was that, Wakaba? If I wasn't so worn out, I coulda trounced the guy!"

All three were amazed, "Lyall!"

Cana started slapping him, "What did I tell you, huh?! I told not to scare me like that again, didn't I? You hopeless baka!"

She kneeled next to him, tears welling up in her eyes. Lyall gently grabbed one of her hands in his own, bare hand, "Yes, you're right. Sorry, I screwed up again. But you don't have to worry!"

He gave everybody a broad grin as they stared at him, "Master's still alive!"

This simple phrase seemed to rejuvenate the entire guild, and they redoubled their efforts to protect their precious home!

Lyall struggled upright, "Oooh… aaah! Why does it feel like my body's been through an avalanche?!"

Cana pressed him back down again, letting his battered and beaten body rest on the ground. "You've done enough, Lyall. We'll take it from here!"

She got up and, together with Macao and Wakaba, carried the battered mage back to the guild, after which they returned to the battle for their beloved guild's survival.

Lyall closed his eyes, finally letting sleep come over him, "Sorry master, I did the best I could…"

* * *

A sudden trembling shook Fairy Tail's guild walls, startling Lyall from his unconscious state! He crawled to the door as the started to cave in! "What the heck?!"

He heard Cana's voice outside, "Our Guild! What the heck are you doing to our guild?!"

Other's joined in as the building shuddered again and again, "Shoot it down!"

"Make it stop!"

"Our guild!"

Cana shrieked again, "Stop it! Our guild is-!"

Macao joined in, his voice straining, "Kana! Kana, stay back!"

He struggled to crawl through the entrance, finally witnessing what was the cause behind the destruction of the building. He glared up at a ball of Jose's Shades, gritting his teeth as he struggled back to his feet, his painstaking movement fueled by pure rage. "Stop it!"

Struggling up into a crouched position, he slammed his armored fist into the air, grabbing Fairy no Ken from the magic circle that appeared. Tensing up his arm, he swung the blade at the mass of Shades, increasing his arm's speed until it seemed as though he was surrounded by swirling, slashing blades! Each slash produced a massive gust of wind, so powerful that they sliced the very air they sailed through as Lyall sent hundreds of them soaring up at the ball of evil magic!

The wind blades sliced off arms and cut deep swathes and slashes across the surface of Jose's destructive magic ball. Lyall's mad slashing finally brought a temporary halt to the guild's destruction. The guild members were about to congratulate him when a swarm of Jose's Shades swallowed him. When Fairy Tail finally beat them off of their fellow guild mate, the Shades fled back to the large black ball in the sky, joining with it as the ball used them to heal its wounds, regrowing the limbs which had been sliced off during Lyall's desperate action. Finally, it resumed its destruction of the guild the members below cherished so much!

Lyall lay on the ground, barely breathing as his eyes clouded over. Black darkness enveloped him as the total destruction of the guild he loved so much continued.

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So, for now, at least, this is the end of the story, sorry )X. (changed my mind! this story's gonna keep going!) BUT! I'm also working on a new chapter from later in the series and I'm not sure whether or not to begin a new story or add it in to this one. Y'know, as a kinda "x years/months later" shpeel. Maybe I'll do both! I don't wanna see this story end Just like i don't wanna see Fairy Tail end (Which it's not! But I still want the Anime to start back up sooner than it will... X0 )!


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